Q-Free ASA - M&A Activity 2021 | FinancialReports.eu

Q-Free: The Board's statement regarding the mandatory offer from Rieber & Søn AS

The enclosed statement is made by the board of directors (the "Board") of Q-Free

ASA ("Q-Free") in accordance with Section 6-16 of the Norwegian Securities

Trading Act in connection with the mandatory offer from Rieber & Søn AS ("Rieber

& Søn") to acquire all the issued and outstanding shares in Q-Free not already

owned by Rieber & Søn, against a consideration of NOK 4.70 in cash per share

(the "Offer"), made in the offer document dated 14 January 2021 (the "Offer

Document").

Rieber & Søn is represented on the Board of Q-Free by Trond Valvik, who holds

the position as the chairman of the Board. Mr. Valvik has not participated in

the assessment of the Offer or related discussions in the Board of Q-Free or in

the issue of this statement. The Oslo Stock Exchange has, in its capacity as

take-over authority of Norway pursuant to Section 6-16 (4) of the Norwegian

Securities Trading Act, decided that the Board, without the chairman of the

Board Trond Valvik, may submit the statement on behalf of Q-Free.

The Board has reviewed the Offer Document and evaluated factors that the Board

considers material for the assessment of whether the Offer should be accepted by

the shareholders of Q-Free. Sparebank 1 Markets AS ("SB1M") has been engaged as

financial adviser to Q-Free in connection with the Offer, and has submitted a

fairness opinion dated 20 January 2021. SB1M concludes that the Offer is below

the fair market value of the Q-Free shares. The fairness opinion from SB1M is

attached.

The Board's overall assessment is that the Offer is below the fair value of the

Q-Free shares. Based on this, the Board of Q-Free does not recommend the

shareholders of Q-Free to accept the Offer.

The complete and unanimous statement from the Board and the fairness opinion

from SB1M are attached to this announcement.

For further information, please contact:

Interim CFO, Trond Christensen: +47 481 02 754

Vice chairman of the Board, Snorre Kjesbu: +47 982 28 170

AI assistant